At night in Bellwood, a speeding car sped past all the cars in its way with two reckless teenage drivers panicking over what was going on.

"Slow down!" one said.

"I can't! The brakes don't work!"

They sped past the cars in their path as the kid in the passenger seat started screaming his head off.

"You're making me nervous! Stop screaming!"

"You're screaming! Why can't I scream?!"

"Fine, you want to drive?!"

They both started screaming again as the camera panned to Ben, who was riding on his bicycle with his cellphone resting between his ear and his shoulder.

"Look, Jen, are you sure you can't handle patrol with me?"

"Wish I could, bro. But I can't," Jen said. "I have to babysit Emma the entire week and she doesn't know that we're the Omni-Twins."

"You think we should tell her? She's our little sister after all and she's one of our biggest fans."

"Exactly! That's the problem! She's one of our biggest fans! If she finds out, she might blab it to all our friends at her preschool! THe less people know about us, the better!"

"I know," Ben said. "But she's our sister."

That was when the speeding car sped past him, almost throwing him off.

"Hey, student drivers! Gotta go!"

He then parked his bike and took his helmet off as he examined what happened as he activated his Omni-Suit.

"That's a joy ride."

He then shouted out as he slammed the Omnitrix core down in a flash of light.

He was surrounded with a green aura as he curled up into a ball as his skin turned into a blue-black ectoskeleton with two green bulbous eyes. His feet stretched longer and grew to have two toes with one in the back. His hands became four fingers with claws and he grew two black antennae from his head and four long blue-black moth wings from his back as he struck a pose.

"Big Chill!"

He then took to the skies and flew off after the car as it drove past onto a bridge, starting to swerve out of control as it approached a truck from the back, sending the student drivers screaming as the one in the drivers seat spun the steering wheel harshly, sending the car right over the bridge.

Big Chill took notice of this and dove into the water before coming back up and freezing a pathway to stop the car in its tracks and he went intangible and phased through the car as it crashed onto the ice path. He then came back down and grabbed the car's bumper with his claws and struggled, pulling back with a grunt of effort, his feet scraping against the ice as the car lowed to a stop at the end of the car.

"No way. It's Omni-Green," a student said. "One of the leaders of the Omni-Team."

"He just saved our lives. Thank you," his friend said as Big Chill retracted his wings and folded them around his body like a cloak... just before he walked over to the car and started to munch on the car roof's metal frame.

"Hey! What do you think you're-"

He was interrupted when Big Chill snarled at him like an animal.


At the Omni-Team's warehouse headquarters, Kevin was working on the underside of his car on his bench as Jen was sparing with Ally, dodging everything she threw at her as she swept under her leg before she smiled and caught her leg before she shoulder jabbed her onto the mat with a smile.

"That's a big rule of fighting, Jen," Ally smiled as she helped her friend up. "Anticipating your opponent's next move."

"Yeah. Thanks for that," Jen said with a smile as she looked on.

Ben was in the adjacent bathroom, brushing his teeth before gargling and spitting the toothpaste out.

He then felt something in his mouth and reached inside and pulled out a sliver of metal.

"Where'd this come from?"

He then tapped it against the faucet, confirming it was genuine metal, looking confused.


Kevin continued working on his car as Gwen and Becky walked up with a smile as Becky leaned against the wall as Gwen handed a brochure to Kevin... who paid no attention to her and continued working on his car.

"Eh-hem!" Gwen cleared her throat, doing nothing. "Okay. That's it."

She then stuck her hand out as her Telekinesis Charm tattoo glowed and she pulled Kevin out from under his car.

"Hey! What?"

"Look beside you," Becky said.

Kevin looked to her side and saw the brochure, picking it up.

"Oh, look! They're having a formal dance at my school on Friday."

"What, you want me to take you to the dance?" Kevin asked.

"Great. Pick me up at 7:00," Gwen said, walking away as her sister joined her with a smile and a wink.

"What? Wait!"

That was when Ben walked by as Jen and Ally looked up and noticed smiled as Jen rubbed her muscles.

"I cannot express the importance of flossing enough," Ben said.

"Um... what?" Jen asked.

"I found this in my teeth," Ben said, showing the sliver of metal. "I think something might be going wrong with my powers."

"Uh-huh..." Ally said.

"Ben, what do you know about girls?"

"Okay, that has nothing to do with my problem," Ben said.

"We're not all the same, you know," Jen said. "I'm nothing like Ally."

"And thank goodness for that," Ally smiled as the two best friends high-fived. "But why do you want to know, bro?"

"Gwen's school is having some dance."

"And?" Ben asked.

"I think she might expect me to take her."

"So just take her. What's stopping you?" Jen asked.

"But the dance is at Gwen's fancy prep school with a sit-down dinner and everything! What if she expects me to waltz? What if I use the improper finger fork!?"

"Kevin, if she wants you to dance, just dance," Ally said, crossing her arms.

"But I don't know-"

"Also, there's no such thing as a finger fork," Ben said.

"See? If I was a preppy guy, I'd know stuff like that."

"You did just fine at Chloe's birthday cotillion three weeks ago," Jen said.

"Yeah, but that was because I wasn't asked to dance and I just hung around while everyone else was partying."

"Dude, you've helped us save the world on multiple occasions. You've been to the Null Void and back. I'm pretty sure you can handle the spring formal," Ally said.

"So?" Kevin asked. "You two have a boyfriend and a girlfriend and I don't."

"But you could after tonight," Jen said, raising an eyebrow.

Ben sighed as he cleared his throat to Kevin. "The thing is... I've been having serious problems lately and I was hoping you could help me with-"

Kevin then placed his hand on his friend's shoulder before clearing his throat. "I'd better rent a DVD on dancing. Maybe get one about forks... just to be sure."

That was when he walked off as Ally face-palmed herself and shook her head.

"Thanks a lot... really."

"He really is hopeless," she said to herself. "No one rents DVDs anymore."

Jen looked to Ben and looked to him. "What do you mean by 'serious problems?'"

"It's with the Omnitrix. After talking to you last night, I went alien and then... everything after that is a complete blank in my mind. I just blacked out."

"Weird," Jen said. "The only time this has happened before was... oh no!"

Her eyes became as wide as saucers and then she grabbed his arm and yanked him away. "We have to go talk to your girlfriend!"

"What about Justin?"

"He's visiting family in Columbus! Come on!"

"I'll be here if you need me," Ally called after them, waving.


At the tennis court, Julie was practicing on the tennis ball launcher, managing to swat every single ball was sent flying her way as she saw her boyfriend and his sister walk up to her as Jen pushed her forward while looking at her nails with a sigh.

"Hey, Julie."

"You're early, Ben," Julie said. "I've still got court practice for another hour."

"Yeah. We thought we could talk to you while you practice," Jen said.

"It must be serious if your sister and partner is here with you," Julie said to her boyfriend.

"It might be," Ben said. "For the past week, the last few times I've used my powers, I've just had a blackout."

"You don't remember anything?"

"I remember slapping the Omnitrix, but everything after that is completely blank."

"Hmm..." Julie said, smacking another ball. "It's easy enough to figure out what you've been doing. Just transform again and we'll follow you. I have a notebook in my bag."

She then walked over to the twins and rifled through her handbag before she produced her small notebook.

"I'll keep a record of everything you do. You can read it afterwards."

"Good idea," Jen said. "The three of us will get to the bottom of this... hopefully tonight because tomorrow one of us has to babysit our little sister again. And I'm sure it's going to be me because of your... issues."

"Sounds good to me. But how are you going to keep up?"


A few hours later at sundown, the twins stood by in the parking lot as Julie sat on her electric scooter as Ben stood by as Jen limbered herself up, preparing for the chase.

"Ready, hon," Julie said, placing her helmet on. "You?"

"Go for it," Jen said to her brother as Ben activated his Omnitrix and showed it to them.

"You remember Jetray, Julie?"

"From the pier on our first date. I do."

Ben then adjusted his Omnitrix to Jetray as Jen cracked her joints as Ben winced.

"Okay. Here goes nothing."

He then slammed the core down, transforming into Jetray... before his form instantly shifted into...

"Big Chill!"

"Huh?" Jen asked, confused as she activated her Omni-Suit as Julie looked instantly as confused.

"Big Chill?"

Big Chill then unfurled his wings and flewa away from the court's parking lot as Jen slammed her core down and transformed into...

"AeroForce!" she cawed before she flew upwards and gestured Julie to follow her as she zoomed after her brother.

"Okay, now, Julie," she told herself. "Fast!"

They followed Big Chill as he landed at Burger Shack and folded his wings up to their cloak-like form and Julie took her first note.

"Followed Big Chill to Burger Shack," she told herself before pulling forward slowly as AeroForce hovered above, flapping her wings as she looked to her friend.

"Be careful," she said. "You don't stand a chance against my brother. I do."

Big Chill walked up to the drive-in radio and pressed teh button repeatedly as Julie wrote down every action.

"Appears to be hungry."

That was when a waitress appeared with the order of a hamburger, fries and a chocolate milkshake.

"Here's your ord- ah!" she screamed at his alien appearance, the food tossing into the sky as AeroForce gasped and quickly flew up as fast as she could and gathered her food the best she could as she managed to quickly scoop up the fries and shake into the container and glass before they hit the ground as the tray went flying and Big Chill swallowed it in one bite as AeroForce looked in awe at the real food in her talons and noticed her brother not even thinking about it.

"Very hungry," Julie noted as the waitress peeked back in as she saw the harpy-like alien with the food as she winced.

"We're... gonna take this one to go," she said, a bit embarrassed as the waitress nodded and took the food before she went to get a to-go bag.

Big Chill then started feasting on the radio, eating it in one bite as he turned to another teenaged customer listening to his headphones and eating his burger before he saw Big Chill's reflection in the glass.

"Scram!"

The teenager gasped before running away as Big Chill started eating the metal pole he was sitting at as AeroForce flew by him, confused as to what was happening. Big Chill pushed her away before he inhaled and unleashed his icy breath on the entire row of radio poles, freezing it before it crumbled to the ground due to how brittle it was before he ate them as well.

"Support beams," Julie wrote down as AeroForce flew next to her. "Roof... Okay, Jen. We've definitely got a problem."

"You think?" AeroForce asked as the waitress nervously walked up and handed her and Julie two to-go bags of burgers and fries and two milkshakes as she produced her debit card, which the waitress slipped through her automated phone and handed it back to her as she pocketed it.

They watched Big Chill fly up and just eat the giant metal burger from the Burger Boy statue... followed by the statue itself as AeroForce observed from the air as Julie looked from below.

"He only seems to be interested in eating metal instead of real food," AeroForce examined as Big Chill let out an extremely loud belch.

"Ooh, that's not right," Julie said in disgust as she took a bite of chili fries.

"More..." Big Chill said as he flew off towards the city as AeroForce and Julie sped after him as AeroForce took a bite of her cheeseburger.

"Big Chill! Ben! Wait up!" Julie called.

"It's your sister and your girlfriend, remember?" AeroForce said. "We just want to talk to you!"

Big Chill turned a corner and as the girls followed... only to discover it was a dead end as Big Chill smirked to them.

"See ya. Wouldn't want to be ya," Big Chill said, turning intangible and phasing through the brick wall, leaving the two behind as AeroForce transformed back to Jen and she landed on the ground, food in hand as she glared at the wall.

"Great. We lost him," Julie said as Jen looked down with a sigh... and looked at necklace around Julie's neck.

"Julie?" Jen asked. "When did you get that necklace?"

"It was a present from Ben for our month anniversary," Julie said as she took her necklace off as Jen smiled at that as she focused.

"I can track his mana with this," Jen said. "We can find him."

"Awesome," Julie said as Jen focused, her eyes glowing pink as the necklace glowed in a pink aura above her hand before it settled as Jen smiled.

"I've got him."


A few hours later, Ben groaned as he came to and stood up as he rubbed his head... only to find he was in front of a large crater and saw his sister standing over him, noticing the crater.

"What is this?" Jen asked.

"Uh..." Ben said, unable to explain.

"I think we're about to find out."


Later, the next Saturday at the Tennyson residence, Jen sat down on the couch with her feet up and playing her guitar rhythmically to herself as she sighed and wrote down lyrics on her notebook.

"Next time I won't suffer this kind of pain," she mumbled. "Own my mistakes, not just pass off all the blame..."

As she was working to herself, Emma was sitting in front of the TV to herself, watching cartoons while their brother was in the kitchen, looking for something.

"They've got to be in here somewhere..." he said. "Score!"

He took out a jar of pickles and started munching to himself with a smile... just as Kevin and Ally walked in with a scowl, startling Ben.

"Gah!"

"Where have you been?!" Kevin shouted.

"You guys want a pickle?"

"NO!" they both shouted.

"More for me."

"Will you forget about the pickles?!" Ally asked, snatching the jar from her friend with a glare and setting it on the counter.

"We've got a serious problem here."

"I know. It's my powers. They're completely out of control."

"I know. Jen told me and Becky," Ally said. "Jen's babysitting Emma tonight. The two of us are going to help Julie-"

"Oh man, where's Julie?!"

"She's fine," Jen said, walking in. "She went home last night after I tracked you down with the necklace you gave her for your anniversary."

"But an even bigger crisis: I've got nothing to wear to the dance tonight!" Kevin shouted.


A few minutes later, Ben was looking through his closet for a tux and munching on a pickle as Jen smiled.

"I can't leave Emma at the house alone, Ally," Jen said. "If there's anyone I can trust with looking after my brother in his time of need, it's you and Becky."

"What are best friends for?" Ally asked as she jabbed her arm with a smile.

"You sure this thing is going to work?" Kevin asked.

"Trust me," Ben said. "It's one of Grandpa Max's tuxes."

"Your grandfather wasn't exactly the skinniest man in the world," Ally said as Ben took out a tux.

"It's from when he was younger. You're the same size. Er, close enough," Ben said as Kevin took the tux and looked at it, unsure.


Later, Kevin stepped out of the bathroom clad in the handsome looking tux as Ally wolf-whistled at him and stepped up.

"Looking good, little bro," she said as Ben opened another jar of pickles and Jen looked on in slight disgust. "Not bad. Not bad at all."

As Ben munched, Kevin took out the bow tie and struggled to tie it into place around his neck.

"Aren't these things supposed to come with clips?"

"Not if you're older than 12," Jen chuckled.

"Finger's caught."

"I've got it," Jen said. "It just takes some practice. Over, under, around and through the hole."

"I'm not like all those prep guys from your cousin's school, Jen!"

"And that's why she wants to go to the dance with you and not one of them!" Ben said.

"Yeah. Just be yourself. And if any of those guys talk bad about you at the dance, tell me," Ally said, slamming her hand into her knuckle and cracking it hard. "I'll take care of them."

Jen then looked suspiciously and dusted off his shoulder.

"And voila! Now you look dapper," she said with a smile.

Kevin smiled at her as Ben finished the pickles and then drank down the juice as his sister and friends looked on with raised eyes.

"You sure like pickles," Kevin said.

"Yeah. I wonder if we've got any more of these," Ben said as he walked out of the room as the girls looked at each other with raised eyes.

"Something is seriously wrong here, girl," Ally said.

"You can say that again," Jen sighed as they both walked out of the room before she turned to Kevin. "Oh, and Kevin, Gwen likes yellow roses. Get her a nice corsage."

As they left, Kevin turned to the mirror and sighed.

"Hello, Gwen," he said. "Wanna dance... what's a corsage?"


Late that night at the park, Julie stood with her notebook by a street lamp at the cart as Gwen and Becky walked up to her, the former putting something in her bag.

"Hey, Julie? What's up?" Gwen asked.

"Have you seen Ben?"

"No, something wrong with him?"

"Uh, yeah," Becky said. "Jen told us what's going on. Something's going wrong with his powers."

"I haven't seen him since yesterday," Julie said. "He turned into Big Chill and then disappeared before Jen tracked him down. Said she found him at a crater in the desert."

"Yeah, he does that sometimes," Gwen said. "It's just part of being an alien."

"I guess so," Julie sighed.

"Don't worry, Julie. He'll show up," Becky said.

"I don't know, Becky. Do you really think so?"

"I know so. We're making sure of it."

"I'm really worried about Kevin not showing up tonight," Gwen sighed.

Becky and Julie looked confused at that.

"Ever since I asked him to take me to the dance, he's been acting really strange."

"And speaking of strange," Becky said. "Hi, Ben. Hi, Ally."

Ben and Ally walked up with a smile to Julie as the later crossed her arms. "Hey, Julie."

"I'll catch up with you later," Gwen said as she walked away from the three.

"See you later, sis," Becky said as she stood with her friends.

"Where's Jen?" Julie asked.

"Babysitting our little sister Emma," Ben said. "She couldn't get away from this."

"I was so worried about you!" Julie said, giving her boyfriend a huge hug.

"I'm a bit worried too."

"Where did you go yesterday?"

"I don't remember at all. What happened?"

"Julie?" Ally said, gesturing to the notebook and then she took it out of her bag.

"Let's see... at 6:30 P.M., you transformed into Big Chill."

"Are you sure? But I programmed Jetray."

"At 6:31, you exclaimed 'Big Chill!' 6:32, ate drive-in stalls. 6:35, ate giant metal burger. 6:36, ate giant metal statue holding giant metal burger. 6:38, ate a bus. 6:41, ate a car wash sign. 6:42, ate the car wash. 6:43..."

"Wow," Becky said.

"I know... you take great notes," Ben said. "No wonder you get straight A's."

"You're saying you remember none of that, Ben?" Ally asked.

"I just remember waking up in a ditch this morning with my sister over me."

"I can't believe this is happening again," Becky said with a groan.

"What do you mean, 'again?'"

"We had a problem with one of his aliens a few years ago," Ally said.

"We'll get Jen, Kevin and Gwen," Julie said. "They can help."

"No," Ben said. "They're too busy with Emma and the dance. I'm on my own."

"You're not alone, Ben," Becky said. "You have us."

Ben smiled at the girls... just before a glossy look came over his eyes and looked off.

"Ben?" Ally asked.

Ben suddenly activated his Omnitrix and once again transformed into...

"Big Chill!"

Big Chill flew away as Ally and Becky gasped and activated their watches, turning into Matter Girl and Huntress as Matter Girl got onto her bike with a shout as Julie put her helmet on and fired up her scooter with Huntress getting onto the back as they drove off into the streets, following the ice moth.


They found Big Chill at the Monongahela Factory, eating giant steel girders as the security guards came marching in.

"What is that thing?"

"Stay out of my way," Big Chill said.

"That's not how it works, freak," the lead guard said as their target glared at them.

"Come down here and surrender."

"I warned you."

Big Chill inhaled sharply and then exhaled harshly as two of the guards dived out of the way as the third was frozen where he stood and Big Chill approached.

"Stop! Don't make me-"

"Wait! Stop!"

They turned around to see Julie along with Huntress and Matter Girl riding in on their scooter and motorcycle as they pulled over.

"He's a friend," Julie said.

"Don't shoot!"

The guards ignored the girls and started blasting at Big Chill with their weapons.


Meanwhile, Kevin knocked on the door of Gwen and Becky's house as he groaned to himself and cracked his neck, nervously.

"It's just a dance, right?" he told himself. "Nothing to worry about. I look pretty good."

Unsure, he breathed into his hand and smelled, recoiling at his breath.

"I should've brought some gum."

That was when the door suddenly opened and out stepped Gwen, wearing a beautiful off-the-shoulder white dress and shoes along with her watch clad on her wrist as she stepped out and smiled at Kevin.

"Wow."

"Likewise."

"I got this for you." He held up a package containing her yellow rose corsage. "It's a corsage."

"Oh, Kevin. It's beautiful. Thank you, Kevin."

Kevin nodded with a smile as he took her hand and led her to the car.

"Be good to her, Kevin," Ken said from the living room as he played on his PS4. "Because if you're not, I'll find you."

"Done."


Big Chill turned intangible as he phased through the lasers that the security guards blasted at him.

"Some people just never listen."

"Don't hurt them!" Huntress shouted.

"Don't worry, Huntress. They won't feel a thing."

The guards turned to run just before Big Chill froze them into place. He then flew upwards towards a large vat of molten iron ore and then started gulping it down before he flew away.

"After him!" Matter Girl shouted as she fired up her bike and peeled off with Julie riding on her scooter beside her as they chased Big Chill through the streets.

Huntress fired arrow after arrow at him from the back of Julie's scooter before he went intangible and simply phased through them all.

"Stay out of this!"

He then fired a gush of cold air at them from his maw as Julie looked on and gasped as she felt her engine turn over from the cold and stop with Matter Girl's doing the same.

"Ben!" Julie shouted.

Matter Girl groaned out and slammed down on the handles in anger as she watched him fly away.

"That does it," she said, pulling out her Plumber's badge. "I'm calling Jen."

"Good call."


Jen sat on the sofa, watching the new and improved cartoon made on the Omni-Team, more age appropriate for all audiences than Super Alien Hero Buddy Adventures was. She sat with Emma beside her as she smiled and rubbed her head when she felt a tingling feeling in her pocket and then gasped as Emma looked to her.

"What's wrong, Jen?"

"Nothing, Emma. I just got to take a call."

She walked off to her room and then picked up her Plumber's badge and then whispered into it.

"Talk to me, Ally."

"Jen, we need your help," Ally told her. "Big Chill's gone totally berserk. He's already given us the slip."

"But Emma-"

"I understand. Family comes first. And that's exactly why we need your help."

"*Sigh* I'm on my way," Jen said, hanging up before she walked to the door as Emma looked over and took notice of her walking towards the door before she limbered herself up and her hand went to her wrist in preparation.

As Jen was about to take off after her brother, she heard a soft voice behind her.

"Jen?"

She turned around and gasped when she saw Emma standing at the door and walked up to her, arms crossed and foot tapping on the ground.

"What's going on, big sis?"

Jen sighed, knowing that there was no way out of this one. She had to confess to her sister her biggest secret."

"Emma," Jen said with a wince, kneeling down to her little sister's level and then putting her hands on her shoulders with a serious look upon her face. "I need you to make me a promise. What I'm about to show you is something you can't tell anyone. No one. Not your friends at preschool, not any of your pen pals-"

"Not Mom and Dad?"

"Definitely not Mom and Dad," Jen said. "Promise."

"Okay. I promise."

"No. You have to Pinkie Promise," Jen said, winking.

"You can't be serious."

"I am serious."

"Fine!" Emma said before doing the motions with her hands. "Cross my heart, hope to fly, stick a cupcake in my eye. Now just tell me!"

"Okay," Jen said as she stood to her full height. "You know about the Omni-Twins, right?"

"Yeah."

"Well..." Jen sighed before her hand went to her wrist and then she pressed the button, which activated her Omni-Suit as Emma gasped in awe, stars in her eyes as she put her hands to her mouth.

"Y-y-y-you're-"

"Yes. I'm Omni-Pink," Jen said. "And Ben is Omni-Green. And Gwen and Becky are Lucky Girl and Huntress and Ally is Matter Girl. And our friend Kevin is involved too."

"No way! My entire life I've idolized the Omni-Twins!" Emma said as she walked up and hugged her big sister hard. "And now I found out that they've been living with me this whole time! My big brother and sister are my favorite super heroes!"

"Yes we are," Jen said, smiling brightly. "And right now your big brother is in big trouble and I have to help him."

"I'm coming with you," Emma said.

"No you're not. I can't risk you getting hurt," Jen said.

"But if he's in trouble, than maybe seeing his little sister might help him. You need me on this one, sis," Emma said as Jen sighed.

"Okay. But do what I say at all times, kay?"

"Kay," Emma said, cutely as Jen dialed in her Omnitrix and transformed into...

"AeroForce!"

She then flew upwards and gripped Emma's arms in her feet talons and flew upwards, taking to the sky as she looked.

"Hope you can handle it," she said. "I'm actually going slower than this form normally does."

"I think I'm good."


Back at the crater in the desert, Big Chill flew towards it and then spat the molten ore out, filling the crater with the substance as he waited patiently.


Elsewhere, Kevin drove his car down the highway towards Gwen's prep school with a sigh as she smelled her bouquet.

"Yellow roses. How did you know?"

"I consulted a girl with a knack for what the ladies like."

"Really?"

"No. Actually, Becky told me. But she was really cool about it. She gave me a lot of good advice."

"My sister? Good advice? Really?" Gwen chuckled.

"Yeah. Jen even tied my tie for me."

"The girls and Ben gave you dating tips and tied your tie."

"What, it can happen."

As they approached the school, Gwen sighed.

"And Julie was saying something about him acting strange lately. I think that the girls are trying to help her too."

Kevin parked the car and opened Gwen's door after getting out with a smile.

"Let us dance, milady."

"...We can't go in there."

"What?! But I learned the proper forks and everything! Outside to inside, right? Or was that little to big? Aw man!"

"That's not the problem, Kevin."

"I knew it! You're embarrassed to go with me!"

"No, it's just that I think that Ben might be in some kind of trouble."

"What makes you say that?"

Gwen took her Plumber's badge out of her purse and pressed the speaker button.

"Big Chill's on a rampage!" Huntress said.

"Where are you guys?" Gwen asked.

"Just outside the foundry," Matter Girl reported. "But he's gone."

"They've got some help!" AeroForce said into her phone.

"Jen?" Kevin asked, picking up his badge. "What are you doing here? You're supposed to be babysitting Emma."

"I am babysitting Emma. She's coming with me. She's Ben's little sister too."

"Yeah, well, the Omni-Team can handle this," Gwen said as Kevin got into the car.

"Forget that," Julie said sternly. "My boyfriend is in trouble. I'm coming too."

"My badge has a lock on Ben's Omnitrix coordinates," Kevin said, showing him the grid and Ben's current location. "It's outside of town just a mile west of Register Road. just north of Wigzell Avenue."

"We'll meet you there," Huntress said as Julie and Matter Girl peeled out of the factory entrance towards the coordinates.


Later on as Kevin drove down the road with Lucky Girl in the passenger seat beside him (who changed into her hero outfit to not ruin her beautiful dress) looking at the coordinates on her Plumbers' badge with a concerned look on her face.

"It's just up ahead," Kevin said.

"The girls said that it was Big Chill who went berserk," Lucky Girl said.

"Yeah, so?"

"We had a problem with one of the aliens going rogue five years ago too. It was Ghostfreak."

"I never did like that guy. What's your point?"

"What if there's a connection between Ghostfreak and Big Chill. Maybe these ghostly personalities are just plain evil."

"Whatever. We'll save Ben either way, alright?"

That was when the car pulled over as the girls waited on the two motorcycles as AeroForce swooped down and set Emma down beside her as she transformed back into Omni-Pink and crossed her arms.

"You told Emma our secret? Seriously?" Matter Girl asked.

"She deserves to know, Ally. She's our biggest fan. Plus, I had to bring her because I couldn't leave her alone when our parents are out."

"Aw!" Julie said, taking her scooter off as she walked over to Emma and rubbed her head. "That's your and Ben's little sister? She's so cute!"

"I know she is. Me and Ben have adored her since the day she was born," Omni-Pink said, crossing her arms as Emma blushed.

"Aw, stop it. You're making me blush," she said, scraping her foot across the ground.

"Emma," Jen said. "This is your brother's girlfriend, Julie."

"Nice to meet you. Ben's been head-over-heels for you since you met," Emma said, shaking her hand.

"And speaking of Ben," Huntress said as the assembled party walked to see the crater with tons of scrap metal in it.

"Well, that looks plain evil," Kevin said to Lucky Girl, who scoffed.

"Ben!" Lucky Girl said as she and Omni-Pink ran down to the crater with the others behind them as Big Chill stood on top of the metal.

"It's your family and friends," Omni-Pink said. "We can help you."

"Go away!" Big Chill shouted.

"Too much negotiating," Kevin said as he absorbed a piece of metal and Matter Girl groaned as she absorbed the scrap metal as well. "I'm going to go smack some sense back into him."

He ran forwards to Big Chill, who only turned intangible before taking a bite of Kevin's arm as Matter Girl grabbed him in a hold before she body-slammed him into the ground as he bit her arm.

"Ow!" she shouted. "Cut it out!"

She then reached out and absorbed a piece of concrete that Big Chill immediately spat out, groaning in pain.

Kevin dissolved his armor to see the tear in the tux.

"Dude! I borrowed this suit!"

Lucky Girl blasted out her mana blast as Big Chill grabbed it in his arms and shouted out, blowing out as she created a shield of mana in front of her before he was tackled by his sister as Firefox as she looked to him.

"Look, bro. We're here to help you!"

She then countered his ice breath with a gush of flames from her paws, creating a stalemate.

"I don't want any help!"

He then shouted and flew towards Firefox, just before he was encased in a mana shield as Emma stepped up to her and looked up to her big brother with puppy dog eyes and her lip pouted as she looked to him pleadingly.

"Oh no!" he said. "Not the baby doll eyes!"

"Got him," Huntress said as the others ran towards the crater. "Emma, keep him busy!"

"Stay away from there!"

He peeled out of the force shield, only to be hit by an arrow as Huntress glared after him and Lucky Girl and Firefox hit him with a dual magic and fire blast.

"You guys hurt him!" Julie said.

"Not for long," Matter Girl said. "I've seen him take worse. He's a tough guy."

"Whatever's wrong with him has to do with that thing," Firefox surmised.

"Then let's take it down."

The Levins then absorbed the metal nearby and leaped up and began pounding on the metal fixture in the crater with a shout, just as green goo splattered upwards and splashed Kevin as he glared.

"Ugh! Goo on my tux!"

They then looked downwards to see the goo start to bubble upwards in the crater as everyone, including Emma walked upwards to see what was happening.

"Ugh. Maggot goo all over my tux!"

Soon, a blue ball started to float upwards into the air and they all looked confused at what was happening.

"Um..." Jen began as more and more balls started to float upwards, totaling 14 in all.

A few seconds later, a ball started to morph before it eventually developed into... a Big Chill larva!

"Aw!" the girls all said as Emma squealed.

"Eee! So adorable!" she said, hugging the moth baby to her cheek as it flew away as the rest of the balls all morphed into babies as well.

"You have got to be kidding me," Kevin said as the babies all flew towards Big Chill and then hovered around him lovingly before they all started flying upwards into the sky, with the smallest one staying behind as it looked towards Big Chill as the others looked on, confused.

"Go on. Fly," he encouraged.

The smallest infant then flew upwards to space as the others all looked on in shock as the twins transformed back as they all changed back to their civilian clothes.

"Okay... that was weird," Huntress said as Jen looked to Emma with a sigh.

"Jen... did we just become aunts?" Emma asked.

"I think we did," Jen said, twitching. "...Let's never speak about this to anyone."

"Done!" the entire party sans Ben agreed.

"Um... what just happened?"

Julie took out her notebook and flipped through it before sighing and tossing it over her shoulder. "You may need to sit down for this one."


Later on, Kevin was showing the baby Big Chills to Ben as his sisters stood on either side of him.

"Yep," Kevin said. "Those are your kids, Ben."

"How?"

"According to this, Necrofriggians- that's Big Chill's species- lays eggs only once every 80 years or so."

"Lays eggs? But Big Chill is-"

"Genderless," Becky said. "It's a species that isn't divided into genders like most species are. That means every specimen is capable of laying eggs."

"They'll live in space where it's cold," Ally said. "And then they feed on solar plasma. You'll probably never see them again."

"I should've known it from your pickle cravings," Jen said, jabbing her brother in the arm with a chuckle.

"Well, that and him giving good advice."

"Hey, I can give good advice! What about the time I uh..."

"Hey, it could happen...mommy," Kevin shrugged as Ally got onto her bike and revved it up as Jen transformed back into AeroForce and grabbed Emma in her arms.

"We gotta go back home, bro."

"Then you'd better hop on if you want a ride," Julie said, firing up her scooter as Ally fired hers up with Becky in the backseat. "My curfew was half an hour ago."

Ben fastened his helmet as his sister flew off with his other sister in tow towards the house.

"This is the most embarrassing moment of my life."

"Which is why we'll never speak of it. And for what it's worth, I thought you made a very good mommy."

They then drove off after AeroForce, leaving Kevin and Gwen alone.

"Huh. This didn't turn out to be such a good night after all," Gwen said. "We missed the dance."

Kevin then smiled and turned the radio on in his car, turning on slow dance music. He stuck out his hand to Gwen, who only smirked at him and took it with a smile as the two teens started to slowly waltz the night away in each other's arms.


Next time on Ben and Jen 10:

Undercover